Common use of Basis for Determining Interest Rate Inadequate or Unfair Clause in Contracts

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Loan or Money Market LIBOR Loan the Agent determines (which determination shall be conclusive absent manifest error) that deposits in dollars (in the applicable amounts) are not generally available in the London interbank market for such period or that the London Interbank Offered Rate cannot be determined in accordance with the definition thereof, the Agent shall forthwith give notice thereof to the Borrower and the Lenders, whereupon until the Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Lenders to make Euro-Dollar Loans, to convert outstanding Base Rate Loans into Euro-Dollar Loans or to convert outstanding Euro-Dollar Loans into Euro-Dollar Loans with a different Interest Period shall be suspended, (ii) each outstanding Euro-Dollar Loan or Money Market LIBOR Loan, as the case may be, shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto, and (iii) unless the Borrower notifies the Agent at least two Domestic Business Days before the date of any Euro-Dollar Borrowing or Money Market LIBOR Borrowing, as the case may be, for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (x) if such Borrowing is a Euro-Dollar Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing and (y) if such Borrowing is a Money Market LIBOR Borrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Loan Currency Borrowing, Banks having 50% or Money Market LIBOR Loan more of the aggregate amount of the Commitments advise the Administrative Agent determines (which determination shall be conclusive absent manifest error) that deposits in dollars (in the applicable amounts) are not generally available in the London interbank market for such period or that the Adjusted London Interbank Offered Rate can(in respect of Dollars or any Foreign Currency), as determined by the Administrative Agent, will not be determined in accordance with adequately and fairly reflect the definition thereofcost to such Banks of funding their Euro-Currency Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the LendersBanks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Lenders Banks to make Euro-Dollar Loans, to convert outstanding Base Rate Currency Loans into Euro-Dollar Loans or to convert outstanding Euro-Dollar Loans into Euro-Dollar Loans with a different Interest Period shall be suspended, (ii) each outstanding Euro-Dollar Loan . Unless the Borrower or Money Market LIBOR Loan, as the case may be, shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto, and (iii) unless the any Additional Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Euro-Dollar Fixed Rate Borrowing or Money Market LIBOR Borrowing, as the case may be, for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (xa) if such Fixed Rate Borrowing is a Euro-Dollar BorrowingCommitted Borrowing denominated in Dollars, such Borrowing shall instead be made as a Base Rate Borrowing and Borrowing, (yb) if such Fixed Rate Borrowing is a Money Market LIBOR BorrowingBorrowing denominated in Dollars, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such dayday and (c) if such Fixed Rate Borrowing was to be denominated in a Foreign Currency, such Borrowing shall not be made.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Loan Currency Borrowing or Money Market LIBOR IBOR Loan the Administrative Agent determines (which determination shall be conclusive absent manifest error) in good faith that deposits in dollars Dollars or the applicable Alternate Currency (in the applicable amounts) are not generally available being offered in the London interbank relevant market for such period or that the London Interbank Offered Rate cannot be determined in accordance with the definition thereofInterest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the LendersBanks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Lenders Banks to make Euro-Dollar Loans, to convert outstanding Base Rate Currency Loans into Euro-Dollar Loans in Dollars or to convert outstanding Euro-Dollar Loans into Euro-Dollar Loans with a different Interest Period shall be suspended, (ii) each outstanding Euro-Dollar Loan or Money Market LIBOR Loanthe applicable Alternate Currency, as the case may be, shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto, and suspended. In such event (iiia) unless the Borrower notifies the Administrative Agent at least two Domestic on or before the second (2nd) Euro-Currency Business Days before Day before, but excluding, the date of (i) any Euro-Dollar Currency Borrowing or Money Market LIBOR Borrowing, as the case may be, for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (x) if such Borrowing is a Euro-Dollar Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing and Borrowing, or (yii) if such Borrowing is a any Money Market LIBOR BorrowingIBOR Borrowing for which a Notice of Money Market Borrowing has previously been given, the Money Market LIBOR IBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day, and (b) if Borrowings of Alternate Currency Loans are affected, any Notice of Borrowing for a Euro-Currency Borrowing denominated in an Alternate Currency shall be ineffective.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Loan or Money Market LIBOR Loan the Agent determines (which determination shall be conclusive absent manifest error) that deposits in dollars (Fixed Rate Borrowing in the applicable amounts) are not generally available in case of a Committed Borrowing, Banks having 50% or more of the London interbank market for such period or aggregate amount of the Commitments advise the Administrative Agent that the Adjusted London Interbank Offered Rate can(in respect of Dollars or any Foreign Currency), as determined by the Administrative Agent, will not be determined in accordance with adequately and fairly reflect the definition thereofcost to such Banks of funding their Euro-Currency Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the LendersBanks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Lenders Banks to make Euro-Dollar Loans, to convert outstanding Base Rate Currency Loans into Euro-Dollar Loans or to convert outstanding Euro-Dollar Loans into Euro-Dollar Loans with a different Interest Period shall be suspended, (ii) each outstanding Euro-Dollar Loan . Unless the Borrower or Money Market LIBOR Loan, as the case may be, shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto, and (iii) unless the any Additional Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Euro-Dollar Fixed Rate Borrowing or Money Market LIBOR Borrowing, as the case may be, for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (xi) if such Fixed Rate Borrowing is a Euro-Dollar BorrowingCommitted Borrowing denominated in Dollars, such Borrowing shall instead be made as a Base Rate Borrowing and Borrowing, (yii) if such Fixed Rate Borrowing is a Money Market LIBOR BorrowingBorrowing denominated in Dollars, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day, and (iii) if such Fixed Rate Borrowing was to be denominated in a Foreign Currency, such Borrowing shall not be made.

Basis for Determining Interest Rate Inadequate or Unfair. (a) If on or prior to the first day of any Interest Period for any Euro-Dollar Loan or Money Market LIBOR Loan Currency Borrowing, (i) subject to Section 8.1(b), the Administrative Agent determines (which determination shall be conclusive absent manifest error) that deposits in dollars (in adequate and reasonable means do not exist for ascertaining the applicable amounts) are not generally available in the London interbank market for such period or that the Adjusted London Interbank Offered Rate can(including because the LIBO Screen Rate is not be available or published on a current basis), for such Interest Period; or (ii) Banks having 50% or more of the aggregate amount of the Commitments advise the Administrative Agent that the Adjusted London Interbank Offered Rate (in respect of Dollars or any Foreign Currency), as determined in accordance with by the definition thereofAdministrative Agent, will not adequately and fairly reflect the cost to such Banks of funding their Euro-Currency Loans for such Interest Period, then the Administrative Agent shall forthwith give notice thereof to the Borrower Borrowers and the LendersBanks, whereupon until the Administrative Agent notifies the Borrower Borrowers that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Lenders Banks to make Euro-Dollar Loans, to convert outstanding Base Rate Currency Loans into Euro-Dollar Loans or to convert outstanding Euro-Dollar Loans into Euro-Dollar Loans with a different Interest Period shall be suspended, (ii) each outstanding Euro-Dollar Loan . Unless any Borrower or Money Market LIBOR Loan, as the case may be, shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto, and (iii) unless the any Additional Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Euro-Dollar Fixed Rate Borrowing or Money Market LIBOR Borrowing, as the case may be, for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (xA) if such Fixed Rate Borrowing is a Euro-Dollar BorrowingCommitted Borrowing denominated in Dollars, such Borrowing shall instead be made as a Base Rate Borrowing and Borrowing, (yB) if such Fixed Rate Borrowing is a Money Market LIBOR BorrowingBorrowing denominated in Dollars, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such dayday and (C) if such Fixed Rate Borrowing was to be denominated in a Foreign Currency, such Borrowing shall not be made.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Loan Currency Borrowing, Banks having 50% or Money Market LIBOR Loan more of the aggregate amount of the Commitments advise the Administrative Agent determines (which determination shall be conclusive absent manifest error) that deposits in dollars (in the applicable amounts) are not generally available in the London interbank market for such period or that the Adjusted London Interbank Offered Rate can(in respect of Dollars or any Foreign Currency), as determined by the Administrative Agent, will not be determined in accordance with adequately and fairly reflect the definition thereofcost to such Banks of funding their Euro-Currency Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the LendersBanks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Lenders Banks to make Euro-Dollar Loans, to convert outstanding Base Rate Currency Loans into Euro-Dollar Loans or to convert outstanding Euro-Dollar Loans into Euro-Dollar Loans with a different Interest Period shall be suspended, (ii) each outstanding Euro-Dollar Loan . Unless the Borrower or Money Market LIBOR Loan, as the case may be, shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto, and (iii) unless the any Additional Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Euro-Dollar Fixed Rate Borrowing or Money Market LIBOR Borrowing, as the case may be, for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (xa) if such Fixed Rate Borrowing is a Euro-Dollar BorrowingCommitted Borrowing denominated in Dollars, such Borrowing shall instead be made as a Base Rate Borrowing and Borrowing, (yb) if such Fixed Rate Borrowing is a Money Market LIBOR BorrowingBorrowing denominated in Dollars, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day, and (c) if such Fixed Rate Borrowing was to be denominated in a Foreign Currency, such Borrowing shall not be made.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Fixed Rate Loans: (a) the Administrative Agent is advised by the Euro-Dollar Loan or Money Market LIBOR Loan the Agent determines (which determination shall be conclusive absent manifest error) Reference Banks that deposits in dollars (in the applicable amounts) are not generally available being offered to the Euro-Dollar Reference Banks in the London interbank relevant market for such period Interest Period, or (b) in the case of Euro-Dollar Loans, Banks having 50% or more of the aggregate amount of the Commitments advise the Administrative Agent that the London Interbank Offered Rate canas determined by the Administrative Agent will not be determined in accordance with adequately and fairly reflect the definition thereofcost to such Banks of funding their Euro-Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower Company and the LendersBanks, whereupon until the Administrative Agent notifies the Borrower Company that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Lenders Banks to make Euro-Dollar Loans, or to continue or convert outstanding Base Rate Loans as or into Euro-Dollar Loans or to convert outstanding Euro-Dollar Loans into Euro-Dollar Loans with a different Interest Period Loans, shall be suspended, suspended and (ii) each outstanding Euro-Dollar Loan or Money Market LIBOR Loan, as the case may be, shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto, and (iii) unless . Unless the Borrower Company notifies the Administrative Agent at least two Domestic Business Days before the date of any Euro-Dollar Fixed Rate Borrowing or Money Market LIBOR Borrowing, as the case may be, for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (xi) if such Fixed Rate Borrowing is a Euro-Dollar Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing and (yii) if such Fixed Rate Borrowing is a Money Market Competitive Bid LIBOR Borrowing, the Money Market Competitive Bid LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day.. 38

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Loan or Money Market Yen LIBOR Loan the Borrowing, Administrative Agent determines (which determination shall be conclusive absent manifest error) in good faith that deposits in dollars Yen (in the applicable amounts) are not generally available being offered in the London interbank relevant market for such period or that the London Interbank Offered Rate cannot be determined in accordance with the definition thereofInterest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower Prologis and the LendersBanks, whereupon until the Administrative Agent notifies Prologis and the Borrower Banks that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Lenders Banks to make Euro-Dollar Loans, to convert outstanding Base Rate Yen LIBOR Loans into Euro-Dollar Loans or to convert outstanding Euro-Dollar Loans into Euro-Dollar Loans with a different Interest Period shall be suspended. In such event, (ii) each outstanding Euro-Dollar Loan or Money Market LIBOR Loan, as the case may be, shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto, and (iii) unless the applicable Borrower notifies Administrative Agent on or before the Agent at least two Domestic second Business Days before Day before, but excluding, the date of any Euro-Dollar Yen LIBOR Borrowing or Money Market LIBOR Borrowing, as the case may be, for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (x) if such Borrowing is a Euro-Dollar Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing (unless any Bank has previously advised Administrative Agent and Borrower that it is unable to make a Base Rate Loan and such notice has not been withdrawn, in which event Administrative Agent shall determine in good faith the appropriate rate of interest after consultation with Borrower and such Bank). If, at any time, the obligations of the Banks to make Yen LIBOR Loans shall be suspended pursuant to the terms of this Section 8.1, with respect to any Bank that has previously notified Administrative Agent and Borrower that it is unable to make a Base Rate Loan which notice has not been withdrawn, Prologis shall have the right, upon five Business Day’s notice to Administrative Agent, to either (x) cause a bank, reasonably acceptable to Administrative Agent, to offer to purchase the Commitments of such Bank for an amount equal to such Bank’s outstanding Loans and to become a Bank hereunder, or to obtain the agreement of one or more existing Banks to offer to purchase the Commitments of such Bank for such amount, which offer such Bank is hereby required to accept, or (y) if to repay in full all Loans then outstanding of such Borrowing is a Money Market LIBOR BorrowingBank, the Money Market LIBOR Loans comprising together with interest and all other amounts due thereon, upon which event, such Borrowing Bank’s Commitment shall bear interest for each day from and including the first day be deemed to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such daybe canceled pursuant to Section 2.9(e).

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Fixed Rate Loans: (a) the Administrative Agent is advised by the Euro-Dollar Loan or Money Market LIBOR Loan the Agent determines (which determination shall be conclusive absent manifest error) Reference Banks that deposits in dollars (in the applicable amounts) are not generally available being offered to the Euro-Dollar Reference Banks in the London interbank relevant market for such period Interest Period, or (b) in the case of Euro-Dollar Loans, Banks having 50% or more of the aggregate amount of the Commitments advise the Administrative Agent that the London Interbank Offered Rate canas determined by the Administrative Agent will not be determined in accordance with adequately and fairly reflect the definition thereofcost to such Banks of funding their Euro-Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower Company and the LendersBanks, whereupon until the Administrative Agent notifies the Borrower Company that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Lenders Banks to make Euro-Dollar Loans, or to continue or convert outstanding Base Rate Loans as or into Euro-Dollar Loans or to convert outstanding Euro-Dollar Loans into Euro-Dollar Loans with a different Interest Period Loans, shall be suspended, suspended and (ii) each outstanding Euro-Dollar Loan or Money Market LIBOR Loan, as the case may be, shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto, and (iii) unless . Unless the Borrower Company notifies the Administrative Agent at least two Domestic Business Days before the date of any Euro-Dollar Fixed Rate Borrowing or Money Market LIBOR Borrowing, as the case may be, for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (xi) if such Fixed Rate Borrowing is a Euro-Dollar Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing and (yii) if such Fixed Rate Borrowing is a Money Market Competitive Bid LIBOR Borrowing, the Money Market Competitive Bid LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day. Section 8.02.

Basis for Determining Interest Rate Inadequate or Unfair. (a) If on or prior to the first day of any Interest Period for any Euro-Dollar Loan or Money Market LIBOR Loan Currency Borrowing, (i) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that deposits in dollars (in adequate and reasonable means do not exist for ascertaining the applicable amounts) are not generally available in the Adjusted London interbank market for such period Interbank Offered Rate or that the London Interbank Offered Rate, as applicable, including because the LIBO Screen Rate canis not be available or published on a current basis, for the applicable currency and such Interest Period or (ii) Banks having more than 50% of the aggregate amount of the Commitments advise the Administrative Agent that the Adjusted London Interbank Offered Rate or the London Interbank Offered Rate, as applicable and as determined in accordance with by the definition thereofAdministrative Agent, for the applicable currency and such Interest Period will not adequately and fairly reflect the cost to such Banks of funding their Euro-Currency Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower Borrowers and the LendersBanks, whereupon until the Administrative Agent notifies the Borrower Borrowers that the circumstances giving rise to such suspension notice no longer exist, (i) the obligations of the Lenders Banks to make Euro-Dollar Loans, to convert outstanding Base Rate Currency Loans into Euro-Dollar Loans or to convert outstanding Euro-Dollar Loans into Euro-Dollar Loans with a different Interest Period shall be suspended, (ii) each outstanding Euro-Dollar Loan . Unless any Borrower or Money Market LIBOR Loan, as the case may be, shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto, and (iii) unless the any Additional Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Euro-Dollar Fixed Rate Borrowing or Money Market LIBOR Borrowing, as the case may be, for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (x) if such Fixed Rate Borrowing is a Euro-Dollar BorrowingCommitted Borrowing denominated in Dollars, such Borrowing shall instead be made as a Base Rate Borrowing and Borrowing, (y) if such Fixed Rate Borrowing is a Money Market LIBOR BorrowingBorrowing denominated in Dollars, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such dayday and (z) if such Fixed Rate Borrowing was to be denominated in a Foreign Currency, such Borrowing shall not be made.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Loan Currency Borrowing, Banks having 50% or Money Market LIBOR Loan more of the aggregate amount of the Commitments advise the Administrative Agent determines (which determination shall be conclusive absent manifest error) that deposits in dollars (in the applicable amounts) are not generally available in the London interbank market for such period or that the Adjusted London Interbank Offered Rate can(in respect of Dollars or any Foreign Currency), as determined by the Administrative Agent, will not be determined in accordance with adequately and fairly reflect the definition thereofcost to such Banks of funding their Euro-Currency Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower Borrowers and the LendersBanks, whereupon until the Administrative Agent notifies the Borrower Borrowers that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Lenders Banks to make Euro-Dollar Loans, to convert outstanding Base Rate Currency Loans into Euro-Dollar Loans or to convert outstanding Euro-Dollar Loans into Euro-Dollar Loans with a different Interest Period shall be suspended, (ii) each outstanding Euro-Dollar Loan . Unless either Borrower or Money Market LIBOR Loan, as the case may be, shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto, and (iii) unless the any Additional Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Euro-Dollar Fixed Rate Borrowing or Money Market LIBOR Borrowing, as the case may be, for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (xa) if such Fixed Rate Borrowing is a Euro-Dollar BorrowingCommitted Borrowing denominated in Dollars, such Borrowing shall instead be made as a Base Rate Borrowing and Borrowing, (yb) if such Fixed Rate Borrowing is a Money Market LIBOR BorrowingBorrowing denominated in Dollars, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day, and (c) if such Fixed Rate Borrowing was to be denominated in a Foreign Currency, such Borrowing shall not be made.

Basis for Determining Interest Rate Inadequate or Unfair. (a) If on or prior to the first day of any Interest Period for any Euro-Dollar Loan or Money Market LIBOR Loan Eurodollar Borrowing (i) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Eurodollar Base Rate or the Eurodollar Rate, as applicable (including, without limitation, because the Screen Rate is not available or published on a current basis), for Dollars and such Interest Period or that deposits in dollars (Dollars are not being offered in the applicable amounts) are not generally available in the London interbank relevant market for such period Interest Period or (ii) the Administrative Agent or the Required Banks determine in good faith that the London Interbank Offered Eurodollar Rate canfor such Interest Period will not be determined in accordance with adequately reflect the definition thereofcost to the Banks or the Required Banks, as the case may be, of making, funding or maintaining such Eurodollar Borrowing for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the LendersBanks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Lenders Banks to make Euro-Dollar Loansmake, to continue, or convert outstanding Base Rate Loans into Euro-Dollar into, Eurodollar Loans or to convert outstanding Euro-Dollar Loans into Euro-Dollar Loans with a different Interest Period in Dollars shall be suspended. In such event, (ii) each outstanding Euro-Dollar Loan or Money Market LIBOR Loan, as the case may be, shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto, and (iii) unless the Borrower notifies the Administrative Agent at least two Domestic on or before the second (2nd) Eurodollar Business Days before Day before, but excluding, the date of any Euro-Dollar Eurodollar Borrowing or Money Market LIBOR Borrowing, as the case may be, for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (x) if such Borrowing is a Euro-Dollar Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing and (y) if such Borrowing is a Money Market LIBOR Borrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Loan Currency Borrowing, Banks having 50% or Money Market LIBOR Loan more of the aggregate amount of the Commitments advise the Administrative Agent determines (which determination shall be conclusive absent manifest error) that deposits in dollars (in the applicable amounts) are not generally available in the London interbank market for such period or that the Adjusted London Interbank Offered Rate can(in respect of Dollars or any Foreign Currency), as determined by the Administrative Agent, will not be determined in accordance with adequately and fairly reflect the definition thereofcost to such Banks of funding their Euro-Currency Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower Borrowers and the LendersBanks, whereupon until the Administrative Agent notifies the Borrower Borrowers that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Lenders Banks to make Euro-Dollar Loans, to convert outstanding Base Rate Currency Loans into Euro-Dollar Loans or to convert outstanding Euro-Dollar Loans into Euro-Dollar Loans with a different Interest Period shall be suspended, (ii) each outstanding Euro-Dollar Loan . Unless any Borrower or Money Market LIBOR Loan, as the case may be, shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto, and (iii) unless the any Additional Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Euro-Dollar Fixed Rate Borrowing or Money Market LIBOR Borrowing, as the case may be, for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (xa) if such Fixed Rate Borrowing is a Euro-Dollar BorrowingCommitted Borrowing denominated in Dollars, such Borrowing shall instead be made as a Base Rate Borrowing and Borrowing, (yb) if such Fixed Rate Borrowing is a Money Market LIBOR BorrowingBorrowing denominated in Dollars, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such dayday and (c) if such Fixed Rate Borrowing was to be denominated in a Foreign Currency, such Borrowing shall not be made.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Loan or Money Market LIBOR Loan Eurocurrency Loan: the Administrative Agent determines (which determination shall be conclusive absent manifest errorconclusive) that deposits by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the applicable Eurocurrency Rate for the applicable currency for such Interest Period; or in dollars (the case of Eurocurrency Loans, Lenders having 50% or more of the aggregate amount of the Commitments advise the Administrative Agent that the Applicable Interbank Offered Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Lenders of funding their Eurocurrency Loans in the applicable amounts) are not generally available in the London interbank market currency for such period or that Interest Period; the London Interbank Offered Rate cannot be determined in accordance with the definition thereof, the Administrative Agent shall forthwith give notice thereof to the Borrower and Caxxxxxxx xnd the Lenders, whereupon until the Administrative Agent notifies the Borrower that Caxxxxxxx xhat the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Lenders to make Euro-Dollar Eurocurrency Loans, or to continue or convert outstanding Base Rate Loans as or into Euro-Dollar Loans or to convert outstanding Euro-Dollar Loans into Euro-Dollar Loans with a different Interest Period Eurocurrency Loans, in the affected currency shall be suspended, suspended and (ii) each outstanding Euro-Dollar Eurocurrency Loan or Money Market LIBOR Loan, as in the case may be, affected currency shall be converted (in the case of an Alternative Currency Loan, at the then Dollar Equivalent) into a Base Rate Loan on the last day of the then current Interest Period applicable thereto, and (iii) unless . Unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Euro-Dollar Eurocurrency Borrowing or Money Market LIBOR Borrowing, as the case may be, for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (x) if such Eurocurrency Borrowing is a Euro-Dollar Syndicated Borrowing, such Borrowing shall instead be made in Dollars as a Base Rate Borrowing and (y) if such Borrowing is a Money Market LIBOR in the same aggregate Dollar Amount as the requested Borrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day.